DMetrix is developing an innovative array-microscope slide scanner to generate virtual slides in histopathology. The innovation consists of the use of an array of miniaturized objectives, each measuring approximately 2 mm in diameter and 10 mm in length, slightly staggered in the array, to produce a single, seamless sweep of the microscope slide. The combination of the array microscope optics and the image acquisition system proposed here will allow very rapid scanning, requiring less than 12 seconds for a full microscope slide of 20 mm x 50 mm, at diffraction-limited sampling, The proposed image-acquisition system consists of an optimized, high-speed CMOS image sensor operating at 60 MHz with eight (8) parallel outputs and the accompanying high-speed electronics. The CMOS image sensor is optimized to match the format of the array-microscope optics. The proposed highspeed electronics will be designed to control the image sensor, digitize the image sensor's analog outputs, process the image data in real-time, and compress the image data prior to storage on a host personal computer (PC). The array-microscope virtual-slide scanner will allow digitization of slides at rates 50 times faster than conventional single-optical-axis optical systems. Applications of such a virtual slide scanner are to be found in histopathology, telepathology, pathology education, and pharmaceutical research.